Simply Lovely
by SPAMwich
Summary: The trio is now in their senior year: Sam undergoes a makeover in order to be the object of Freddie's affections, but what she's about to discover is that the love she's been looking for has always been there for her. Seddie, Spencer/OFC, Spam.
1. Chapter 1

**A/N: **One day Miss SquishyCool pitched an idea to Miss Lucy Carrigan about collaborating on some _iCarly_ fanfiction of the Spam kind. Lucy Carrigan immediately agreed to it. The two fierce femmes brainstormed ideas until one night, Lucy Carrigan was watching the timeless teen classic _She's All That _and an idea formed in her head... Why not do a modern take on the traditional _My Fair Lady _concept but more differently and with an _iCarly _twist? Beaming with joy, Miss Carrigan rushed to her computer to pitch the storyline to Miss SquishyCool. They exchanged ideas planted on the storyline and with Miss SquishyCool's badass supreme prowess for editing and story development combined with Miss Lucy Carrigan's adoration for (somewhat) schmaltzy plots and screenplays... _VOILA..._ A STORY WAS BORN!  
Lucy Carrigan writes the odd-numbered chapters, and SquishyCool writes the even-numbered chapters.  
& Yes, you will probably find plenty of references to other movies/TV shows over the course of this story.

**Disclaimer: **We don't own anything. As much as we wished we did, that most certainly could not happen. Karl and Bianca are our original characters (Fun Fact on Bianca: She's Lucy Carrigan's brainchild; a combination of Kim Kardashian and Vanessa [Ursula's human form] from _The Little Mermaid_).

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**Chapter 1**

6:05 am.  
The alarm clock blinked and buzzed in Sam's room, but she still didn't move. Originally, the clock was set to wake her up at 5:50, but she knew she could never wake up that early. Peacefully, Sam slept through the buzzing sound dreaming about ham sandwiches or pizza or possibly dreaming about the night before when she and Carly had lucked out at Inside Out burger being the 100th customers that day and winning free burgers and fries. Whatever it was she was dreaming about, it kept her in a heavily sleeping state.

The alarm buzzed a second time, now blinking 6:30 am.

"Shut up…" Sam moaned. She raised her head slowly, followed by a hand out from her blanket to turn off her alarm clock. After it was off, she turned it to check what time it was.

"AGH! I'M LATE!" Sam jumped out of bed and found whatever piece of clothing she could find and got dressed. She had fifteen minutes to get dressed and fifteen minutes to get to school. As soon as she was dressed for school, she went to her mom's room and knocked on the door.

"Mom, wake up! I need a ride to school!" she yelled, persistently banging on the door. "I'm really late!" she kept banging on the door until it opened.

Mrs. Puckett appeared in only a robe. "Girl, you know not to be knocking and yelling out like that, especially this early! Now what do you want?"

"I need a ride to school," she replied as she looked over her shoulder to see her mom's boyfriend, Karl, sleeping in her bed. "And what's Karl doing here? I thought you broke up with that dickface weeks ago."

Her mother gave her a smug look. "I took him back."

"Why? All he did was beat the crap outta you and make you his personal slave," Sam protested, distracted from being late now by the bad choices her mom was making.

"Why don't you quit asking those damn questions and get your ass to school, girl?" her mom snapped, fed up with being interrogated.

Sam sighed. "Yeah, well, that'd be a lot easier if I had a ride."

"Take the bus."

Sam arched an eyebrow. "I don't have money."

Then it was Mrs. Puckett's turn to sigh. "Do I have to do everything around here?" She grabbed Karl's wallet from the nightstand and handed Sam twenty dollars. "Here. Don't spend it all; it's gotta last you for the whole week."

Sam rolled her eyes, taking the twenty-dollar bill and turning to leave. "Later." She grabbed a packet of crackers from the kitchen and off she went. The bus came and got her and she arrived at Ridgeway High School with five minutes to spare. Sam walked up the front steps of the high school amongst the sea of teens loitering in the front.

"Hey Puckett, nice mustache. What's it made of?" a jock said to her as soon as she stepped into the building.

"Your mom's chest hair," she snapped back without a thought, walking into the hallway to get to her locker and leaving the laughs and snickers of the jock's friends behind her.

"Hey!" Carly Shay came up to her, clad in her cheerleading outfit she often had to wear to school. "I was waiting for you out near the back. Why're you so late?"

"Those food dreams kill me, Carls…" Sam shoved books into her locker, shaking her head. "Plus, my mom didn't want to give me a ride to school this morning…"

"Karl?" Carly assumed.

"Yup…" Sam replied in a disappointed tone.

"That's crazy. Why didn't you call me? Spencer would have picked you up on the way, too…" the girls began to walk down the hallway, side-by-side.

"Because I ask nearly all the time… I'm pretty sure your brother is sick of driving me around," Sam replied, juggling books and steadying them in one arm.

"He's not. He really doesn't mind. But hey, pretty soon we probably wouldn't need any of them to drive us around. I'm getting my license next week!" Carly announced excitedly with a grin.

"Awesome, Carls! Oh my God, that'll be a lot easier…" Sam beamed, letting out a sigh of relief.

The girls walked down the hallway to get to their class. It seemed like only yesterday that they were still doing the webshow that they created when they were in middle school.  
Now, _iCarly_ was on hiatus. The trio were already seventeen and in their senior year of high school, and found themselves juggling more than just tons of homework these days. Between the years, a lot had changed for Carly: she joined the cheerleading squad and student council. Sam, however, remained the same. Carly had tried to get her to join the squad, but it just wasn't her style. Sam loved her Bermuda shorts, sneakers, and t-shirts. Plus, she'd rather beat up cheerleaders than be one.

"Hey ladies," Freddie greeted with a confident smirk, walking up beside the girls. "You're looking mighty fine today, Miss Shay."

"Thanks, Benson," Carly replied as she smiled, used to accepting the compliments by now.

Sam cleared her throat. Freddie and Carly had been making googly eyes at each other for way too long. "Hey, I didn't disappear…"

"Oh. Hey, Sam," Freddie greeted flatly. "Well, I'm gonna get to my class. Catch you guys later."

Once he had walked far enough away, Sam spoke up, shaking her head and watching his confident stride. "I can't believe that little nub acts like he runs this place…"

"Let him have his moment in the sun," Carly replied, still tired of the way Freddie and Sam never gave up their bickering.

Freddie Benson… It was amazing how he went from invisible dork to established campus hottie. Puberty slowly kicked in during their freshman year and as sophomore and junior year passed, he had transformed into a handsome young man. Pretty soon, girls, including Sam, started to take notice, and he had plenty of new friends ever since he tutored the football team and got them all passing grades.

Sam used to taunt and tease Freddie. But every time he walked by, she went weak in the knees. Who would have thought that Freddie would be the object of affection for so many girls, including her? But she knew Freddie could never be interested in her, even after all these years of being friends. He was way more interested in girls who acted and dressed the way they should… girls like Carly.

After school, the girls walked to the Shay loft. On the way, Sam kept her head down, staring at her shoes.

"Sam, we're almost there, and you haven't said a word. Why do you keep looking at your shoes?" Carly inquired.

Sam looked up to meet Carly's eyes. "Am I pretty?"

"Oh god, here we go again…" Carly rolled her eyes. "You're very pretty. And who cares if Freddie doesn't think you're pretty? He's just a regular high school guy. You'll eventually find someone who likes you for you…"

The girls continued to walk and minutes later arrived at the Shay loft. As they got through the door, they found Spencer on a ladder working on a sculpture. "Hey, girls," he greeted, carefully turning around to glance down at them.

"Hey," the girls replied in unison as they dropped their bags near the door and settled on the couch.

Sam jumped back into her and Carly's conversation, not caring if Spencer heard her or not. "I don't want to like anyone else… I want to like Freddie. And I want him to like me back." she crossed her arms. "You don't think guys go for girly, prissy girls all the time, do you?"

"Well, lets ask a guy…" Carly turned to Spencer. "Hey, Spence, do guys always want a girly, prissy girl?"

"It depends on the guy," Spencer admitted, slowly climbing down from his ladder. "I would say that that's normally what a guy would like, but I, on the other hand? I go for the simple girls…"

There was a knock at the door and Spencer rushed to get it. As he opened the door, there stood Bianca in all her mini dress, high heels, dark skin, and heavily made up sultry glory. "Spencer!" she called out in that annoying high-pitched voice. "I'm sooo not happy with you right now…"

"What's wrong, babe?" he asked nervously.

"You promised to drive me to the mall and here you are still working on that dumb giant cookie thing…" Bianca said, giving a loathing look behind Spencer to the sculpture he was working on.

"Well, I don't think I could go today, babe. I really have to work on this. My deadline is tomorrow…" he explained quietly.

"Fine." Bianca pouted angrily, crossing her arms. "Then I don't think I could buy that silk negligee I was gonna wear for you tonight…"

Spencer felt himself almost melting. "Alright. Um, why don't you go get dressed and I can drive you? I'll just wake up really early and finish working on it, I guess… It's only due in the afternoon…"

"That's a good boy," Bianca's face lit up with a pleased smile as she kissed him on the cheek, then turned and went on her way. Spencer closed the door and turned around dejectedly to find Carly and Sam looking at him with raised eyebrows.

"Wow… Simple girls, huh?" Carly stated.

Bianca Stepp was a new girl who had moved into the building just months prior. Spencer caught his first glimpse of her while he was doing laundry. He was all alone in the Laundromat when a pair of nice legs in daisy dukes walked in. He found the top half to those nice legs wearing a low cut and almost see-through top. It drove Spencer wild; he could never resist girls with supermodel looks. He spent a great amount of time trying to impress her and ask her out on dates, but she always declined.  
Then, finally, Bianca had read in her _Cosmopolitan_ magazine that it was trendy to have a dorky artist boyfriend, and she promptly decided to take Spencer up on that date.

Spencer was happy for a while. But now he was beginning to want more than just sex in their relationship. Sure, it was great, and her attractiveness added wonderfully to it. But he wanted to be serious; he wanted someone he could talk to honestly for more than 5 minutes at a time; he wanted someone who could appreciate what he liked and what he did for a living… He wanted someone that thought for themself. He wanted to change Bianca. But he wasn't sure if he actually could.

"Okay, so she's not everyone's idea of simple. But I like her. She has a good heart," Spencer made his usual excuse, heading back over to the ladder and starting to put his tools away.

"Yeah, underneath those fake boobs," Sam retorted. The two girls laughed as Carly got up.

"I'm gonna go check the mail. I'll be back." she said, leaving the loft and closing the door behind her.

Now Sam and Spencer were alone. Sam looked at Spencer, watching him stare long and hard at his sculpture and wondering what he could possibly be thinking that hard about. "I think I'm gonna have to ask for an extra day to finish this thing…" he finally sighed.

"Why don't you just tell Bianca that you can't take her to the friggin' mall today? Get up in her face if you have to. She's gotta understand…" Sam suggested.

"Yeah, well, it's not that easy, Sam. She'll throw one of her crazy hissy fits, and then it'll take me days to make her happy again," Spencer explained.

"I don't understand why you're with her," Sam said bluntly. "Okay, yeah, she's super hot… But you two are complete opposites. You deserve someone way better, who actually understands you and listens to you and all that junk."

Spencer looked at Sam for a minute. She was right. But he couldn't leave Bianca for the life of him, and he wasn't completely sure why. "I don't know… I just keep thinking she's one of those people that get better the more you get to know them, or the longer you're with them…"

"I'm not really trying to tell you what to do with her… Buuut I am saying that you should dump her. You might have already found someone who's perfect for you that you don't need to wait on changing or whatever, and don't even know it, because you're too busy trying to keep Miss Prissy Pants happy twenty-four-seven…"

Spencer smiled at Sam for a moment, knowing she was right, and unable to resist liking how she always stated everything so simply. Just before he replied, his phone rang.

"Hello?" he put it to his ear, listening. "Hey, babe… Okay, I'll be there in a few…" he hung up and grabbed his jacket. "Alright, well, I need to get going. Later, Sam. Tell Carly I'll be back by dinner."

Sam watched Spencer walk out the door, leaving her alone in the loft for the time being. She shook her head._ When_ will men know what's good for them?

**to be continued…**


	2. Chapter 2

**A/N:** Hey, Squishy here: dunno if you guys have seen, but there's supposed to be an _iCarly_ episode coming up sometime soon called "iGirlify Sam", and I guess she's supposed to be changed for some guy or something. Just so you know, we didn't try to recreate that episode idea or something, or predict it or whatever. We got this idea from _She's All That_ and a couple of other movies. However, we do hope you keep our fic in mind when watching that episode! Haha anyway, hope you're liking where the story is going; Chapter 3 will be up soon. This chapter was written by me. If you read, please review! Seriously, it takes 2 seconds to say "I liked it" or "I hated it." Thanks!  


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**Chapter 2  
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Sam stared up at the clock on the wall at the front of the classroom absent-mindedly, her head rested on her hand and her mouth hanging open. Her eyes were glazed over and she was lost in her own thoughts, waiting for the seconds to slowly tick by until lunch. She hated Government class, and with it being around her lunch period, it always seemed to take forever for lunch to get there.

She felt her stomach growl, but didn't pay any attention. Her eyes were glued to the clock, watching as the hand slowly ticked more and more seconds by. 12:03… then the hand moved over to 12:04…

The earbuds to her mp3 player were in her ears, and she wasn't hearing a word the teacher was saying. She was listening to Cuttlefish and still thinking long and hard about Freddie: she wanted to get his attention somehow. She wanted him to notice her and take interest in her. She wanted him to see that she had changed from that 14-year-old girl who got her kicks out of taunting and teasing him.

Well, she hadn't changed _that_ much… but her feelings toward Freddie sure had. If she had ever thought he would've turned into such a heartthrob, she would've gone for him a long time ago, and treated him a lot better. But for some reason, she was always stuck on those guys like Jonah – total douchebags that didn't deserve her, but somehow still found their way into her heart, just to end up screwing her over.

She had to think, though. She had to figure out what it was she didn't have. Could she change herself and gain his attention? What would it take?

Now that she thought about it, a little change sure wouldn't hurt… She'd been dressing the same way since junior high. Surely it was time for her to grow up. She knew she should've changed like Carly and Freddie did, but she just never did. And she could see the disappointment in her mom's face whenever she skipped out on a school dance (like the Prom), or talked about beating boys up instead of wanting to date them.

The truth was, though, she could feel that part of her bubbling up inside, but she just never let it show. She was afraid of ruining her tough exterior and losing her reputation. She'd worked long and hard to instill this much fear in her classmates. She wanted to be taken seriously, and to be intimidating…

But even worse, she wanted Freddie to wrap his arm around her and pull her closer to him like he did with Carly, and she wanted him to look at _her_ the way he looked at some of those cheerleaders. She was tired of being so boring and… simple. She wanted to be something more.

Plus, people always acted shocked when they found out Carly and Sam were best friends, and that they were so close… Like two girls who were so different couldn't be so close. When, in actuality, Sam felt like she and Carly were practically the same person, just in two completely different exteriors.

She was so envious of Carly, though… Carly Shay: cheerleader, member of the student council, honor roll student, beautiful 17-year-old girl who already had a scholarship to three different schools and who had so many boys after her, she didn't know who to choose first.

_Why not me?_, Sam thought to herself sometimes.

Suddenly, a loud ringing sounded over the guitars of Cuttlefish, snapping Sam out of her brainless trance. Around her, students were closing the lids on their laptops and standing up, fast-walking to the door and escaping out into the hallway. She straightened up, blinking and looking up at the clock. It was finally 12:06 – time for lunch.

The weather was dreary outside, another rainy day in Seattle, as Sam walked past the big windows in the hall on her way to the cafeteria. The dark clouds were foreshadowing, and the rain never seemed to stop. There was no hint of any sunshine, but even weather this bad couldn't bring Sam any more down. She was already depressed enough as it was, stuck in her own thoughts all day. The morning had seemed to drag by, and those short moments in the hall when she'd pass Freddie for just a few seconds, her heart seemed to flutter right out of her chest. She couldn't help but stare at him as he went past, usually too busy talking to one of his friends on the football team or another cheerleader to even notice her. However, between second and third block that day, she had finally gotten herself to speak in front of him.

"Hey, Freddie," she had uttered out, watching him walk past.

He glanced over at her for a moment, as if he didn't even know her, and muttered a flat, "Hey," before continuing walking and talking about AV club with one of his friends.

This brought her mood down even worse for the day, and her morale was at its lowest. He acted like he didn't even know her anymore. And since _when_ did it become okay for AV nerds to be all buddy-buddy with jocks? This school was seriously nothing like it was freshman year – before puberty had really taken effect.

When Sam finally got her food and her eating utensils, she stood in front of the condiments bar and stared out at the sea of teenagers sitting at the white tables, all busy with their own conversations. She searched for Carly, or any familiar face, when she spotted Freddie across the room. He was sitting at a table with a few jocks and a couple of preppy girls, all of them talking and laughing. He looked so carefree. But he also didn't look like the old Freddie Benson. He was someone else now.

Finally, she spotted Carly sitting at a table with some other cheerleaders just a few tables from Freddie. She quickly walked over to her, weaving in between the other tables and all the chairs, dodging the walking students and their full trays of food. She made it to the table and set her tray down, sinking down into the chair. She then looked up to see Carly looking at her, as well as the other cheerleaders.

She furrowed her brow, narrowing her eyes at the other cheerleaders. "_What?_ Ya mind? I'd like to have a moment or two with my _best friend_."

The girls quickly looked away, eyebrows raised in an "excuse me" look. They picked up their trays and hurriedly told Carly "later" before leaving the table and moving across the cafeteria to another group.

Obviously, Sam's reputation was very much in tact at Ridgeway High School – no one dared question her, and the few who did learned why the others didn't. They especially didn't dare come in between Sam and Carly, knowing the two would ditch anyone else for each other, even if they did seem like complete opposites who shouldn't even be hanging out together.

When the girls were gone, Sam looked over at Carly and gave her a satisfied smile, picking up her fork and sticking a Lil' Smokie with it, then placing it in her mouth.

Carly rolled her eyes. "You don't have to scare them away every time, you know. They don't even mention you to me anymore, they're so afraid. All you have to say is that you'd like to talk to me alone for a few minutes…"

"Whatever," Sam interrupted while chewing her food. She opened her juice bottle and took a swig, swallowing, then said more seriously, "Dude, I've been so down all day…"

Carly raised an eyebrow, putting her vitamin water bottle to her mouth and taking a sip. "Still? Jeez, Sam, you've never been so down about one guy… C'mon."

Sam sighed, slouching now and poking at her food disinterestedly. "I know, I know. It's just… I dunno. I just feel like there's something else I could do to make him notice me, ya know? Like, maybe I should grow up and stop acting like this. You and him have changed so much since middle school, but I've stayed exactly the same, just taller and with bigger boobs."

Carly giggled, unable to help herself. "Please, Sam… You've changed. You've grown up. We all have. It's just more noticeable in some than it is in others."

Sam shook her head, staring down at her food. "No, there's gotta be something I can do… He obviously likes girls like you. I mean, look at who he's sitting with – he's flirting with those chicks like crazy!"

She pointed to the table Freddie was at, which had gained 2 more preppy girls. Carly looked over and watched for a moment, then turned back, not very interested or surprised. "Who cares, Sam? You'll find someone. If Freddie doesn't like you, you can't _make_ him like you."

Sam groaned. "I'm not saying I want to _make_ him like me… I know I can't! And that's not what I'm trying to do. All I'm saying is that he thinks I'm still the same Sam Puckett that used to practically hate his guts and always beat up on him and make fun of him and put him down… But I'm not! I'm not at all! And I wanna show him that… But he won't even talk to me, so I mean, I've gotta find some way to at least get his attention."

Carly shrugged, unsure of what to say. "I guess…"

The 2 girls remained silent now, eating and lost in their own thoughts for the moment. Sam looked over at Freddie's table again, painfully watching him put his arm over a girl's shoulder – a girl in a tight, pink tank top and a short, black skirt, _Glitter Gloss_ earrings hanging from her ears and a _Donna Kabonna_ necklace resting on the flawless skin of her chest. She giggled and leaned into him, fluttering her long eyelashes and revealing the pink eyeshadow she wore. He kissed her on the head, burying his nose in her silky, perfectly straight blonde hair for just a second. His eyes gleamed with adoration.

Sam sighed, then swallowed hard, a thought forming in her head. "Hey, Carls…"

Carly looked up. "Yeah?"

Sam smiled mischievously, the idea almost perfectly formed in her head now. "I just got an idea."

"Oh, God…"

"No, no, no, no – hear me out. Okay, you're a girly girl, and all your friends are girly girls, and Spencer's dating a girly girl… What if you guys just gave me a makeover? Ya know, made me more girly and all that. Teach me how to wear a skirt without showing my underwear, and how to walk in high heels… Straighten my hair, maybe bleach it… Do my makeup, whatever. All that crap that girly girls do," Sam explained, her smile widening with each sentence.

Carly stared with doubting eyes. "You serious right now?"

"Yeah!" Sam exclaimed. "Why not? You and Spence could help me out tons. You can help me with my manners and all that stuff. I mean, I need to learn to be more polite anyway."

Carly arched an eyebrow, suspicious. "What? Sam Puckett wants to be _polite_?"

Sam shrugged. "Sure. I mean, I like my reputation as a badass and how everybody kinda runs away in fear when I give them that look, but it's been that way since middle school… Don't you think it's time for a change? Things aren't gonna change by themselves. Besides, I want to do the most that I can to show Freddie that I'm not like I used to be."

Carly let out a breath wearily. "I dunno, Sam… I'm not sure how much me and Spence could help you out."

"Come on!" Sam persuaded. "I'm your best friend, Carls. And you know Spence is always there to help if we need him to – and we need him to! Please?"

Carly remained silent, slowly chewing on her carrot and looking at Sam doubtfully.

Sam raised her eyebrows, giving the puppy dog eyes. "Please, Carls? For me? Your best friend? _Please?_"

"Ugghh," Carly groaned, unable to stop herself from giving in. "Fine… But I don't know what we're supposed to do, so if you want anything done, you have to tell us. I'm not going to just put you in a cheerleading outfit and throw some foundation on your face and call it good. I'm not gonna do crap unless you tell me to, 'cause I don't wanna piss you off."

Sam laughed. "Whatever. You'll know what to do."

"Remember, though," Carly said, a smile growing. "You can't chase Gibby down quite as well in high heels and a skirt."

Sam laughed again. She picked up her spoon and scooped some peas onto it, then flicked it at Carly. Carly closed her eyes and ducked, but still had peas fall over her shoulders. She giggled.

"Whatever, Carls," Sam said again. "Freddie's just a regular guy. This'll work… I know it will."

**to be continued…**


	3. Chapter 3

**Chapter 3**

After school, the girls sat in Carly's room for a while as Carly rummaged through her closet. They'd decided to get right down to business when they got home… mostly because Sam kept bugging Carly about what they were going to do, and Carly was going to go crazy if she heard Freddie's name one more time.

Sam looked at the neatly placed makeup and makeup tools sitting on the vanity table as she waited. She picked up the eyelash curler and eyed it strangely. What was it, anyway? She'd only ever seen one in her mom's bedroom once when she was little. _How are you supposed to use it?_ she now wondered. Whatever it was, it looked like it would cause pain… like waxing, maybe.

"Eyelash curler," Carly stated before Sam asked, seeing her eye the tool strangely. "You're supposed to place it on your eyelashes, squeeze, and then they become, ya know… _voluptuous_ and stuff…"

"Is it… important?" Sam wondered, still not getting the idea. "Do most girls use these every day?"

"Well, it's important if you want to bat your eyelashes at boys, and I'm fairly sure most girls at least own one," Carly pulled out a couple of outfits from her closet, distracting Sam from the eyelash curler. "Here, I think you might like some of these."

Sam stood up and eyed the clothing Carly held out: tight sweaters, miniskirts, and baby doll dresses… what did she get herself into? "Okay, how do you wear this stuff without missing the luxury of _pants_?"

"You just have to feel girly, alright?" Carly thought for a while. "Ooh, maybe Miss Skunk Bag has some clothes you can use! She went to the mall, let's go look while she's gone!"

She didn't much approve of Bianca either – she thought she was too high maintenance and was always just using Spencer for one thing or another, not to mention she whined about just about everything. But she couldn't change Spencer's mind and she didn't like to complain, so she just put up with the diva. So the girls marched into Spencer's room to find a few of Bianca's clothes in the corner, tossed aside by Bianca to be put away by Spencer. They sorted through all the skimpy dresses and tight shirts.

"No, there is NO way I'm wearing any of these… These would make me look like I have a lifetime membership to Skanks-R-Us!" Sam refused, a disgusted look on her face as she dropped a small piece of cloth that was supposed to be a skirt from her fingertips.

Carly suppressed a giggle, finding something that caught her eye. "Look at these!" Carly found a pair of patented leather black three-inch high heels, and she could absolutely picture them on Sam. "You can SO use these…"

"Are you kidding me? Do you want me to wear those or use them as weapons? C'mon, they look ridiculously unsafe…"

"Sam, heels make an outfit," Carly stated firmly, as if it were a known fact of life. "If you put these on, I guarantee it'll drive Freddie crazy… Nearly every girl I've seen him with has worn heels! And guys love the way heels make a girl's legs look."

Sam hesitated for a moment, weighing the pros and cons in her head. Was it really worth it? She had to make a choice… Break her ankles walking in those death traps? Or the chance to make Freddie the one weak in the knees? "Oh, fine… I suppose I can try and walk in them for at least a few hours… But I'm bringing extra shoes with me in case of an emergency or a really bad blister!"

A minute later, the girls went back up to Carly's room to finish Sam's makeover. Carly straightened her hair ("Oh my God, Sam, has your hair _always_ been this impossibly curly?!"), applied makeup to select parts of her face, and helped her pick out an outfit and put it on properly. Then, Sam spent forever in front of the mirror investigating every flaw she could find and testing out different expressions in such a new look.

In the evening, Spencer and Bianca sat on the couch watching TV, back from another day at the mall. He switched the channel from another _Dr. Phyllis_ rerun to _Girly Cow_ while Bianca was filing her nails. Seconds later, she paused from her nail filing and lifted her eyes up to see what was on the TV. "Uh, I was watching that…" she said.

"Yeah, but _Girly Cow_ is on. You know I always watch _Girly Cow_…" Spencer replied.

She narrowed her eyes, sighing. "Spencer, it's a cartoon... Don't you think it's time to grow up a little?"

He frowned. "I'm grown up...

Bianca just rolled her eyes and gave a loud sigh, then tossed her nail file on the coffee table and got up from the couch. "I'm going to get a bottle of water…"

Spencer tried to ignore her comment, but still found himself mumbling quietly under his breath, "I'm grown up... I pay bills... I have a subscription to HomicideGirls dot com you have to be 18 to have that..."

A minute later, Carly came downstairs. "Hey, Spence, I'm going to Inside Out Burger with Sam. We'll be back by eleven."

"Sure, kiddo. Need any money?" Spencer asked as he was midway reaching into his pocket to get his wallet.

"No, I'm good." She smiled and then stood near the stairs, looking up them patiently. "Sam!" she yelled "Sam, get your cute butt down here!"

"What's wrong with Sam?" Spencer wondered why she wasn't already out the door if they were on their way to Inside Out Burger.

"I gave her a little makeover. I don't know… she probably thinks she looks ridiculous. On the contrary, I think she looks great!" Carly explained, then looked back up the stairs. "Sam, get down here or I'm leaving without you!"

Just like that, Sam appeared at the top of the stairs and started coming down the steps one by one, watching her feet carefully. She was dressed in a black miniskirt, a black-and-white striped (tighter than usual) turtleneck, and Bianca's shoes. Spencer turned to see her walking down the stairs. It was as if his jaw literally hit the floor and she was going in slow motion… He had a feeling he was NOT supposed to be seeing her like this.

"I look stupid," Sam finally said as she hit the bottom of the stairs.

"Sam! No, you don't!" Carly objected, turning to her brother again. "Spencer, tell her she looks good."

"You look… different. But-but in a nice way," Spencer quickly tried to arrange his words, then forced himself to restrain from saying anything else, at fear that something he'd rather not be said aloud would slip out of his mouth.

"Gee, thanks, Spence," Sam replied sarcastically, rolling her eyes.

Bianca walked into the living room to see the made-over Sam. She took a swig of her water, looking her up and down, then furrowed her brow when her eyes got to the expensive heels. "Those shoes look familiar…"

"They're mine," Carly quickly lied. "Okay, well, we're gonna get going." She grabbed Sam's hand and headed for the door, Sam stumbling a bit at being forced along so fast. "Bye!" she said as she left the apartment, dragging Sam along the way.

On school nights and, most importantly, weekend nights, Inside Out Burger was the place to be for most Ridgeway students, especially the more "popular" crowd. They ate their meals, cavorted with friends, flirted, and simply just chilled out, at a lack for anywhere else like the small fast food restaurant in their area. Carly and Sam took a cab to the hot spot knowing for sure Freddie would be there, just like he'd been nearly every other night ever since he'd tutored the football team.

The girls got inside the restaurant and the first thing Sam spotted was an unattended plate of chili fries. Despite the fact that she was wearing pain-inducing heels on her feet, she ran to the fries in hopes of stuffing her face.

"Sam!" Carly went to her "No!" she grabbed the plate and threw it into the trash just as Sam had reached it and the smell of chili had filled her nostrils. "Boys do not find that attractive!"

"Carls, come on! I'm starving! Boys don't like girls who are starving! Can't I just have one?" Sam pleaded.

"_What?_ No! I threw them in the trash… Are you gonna eat them out of there?"

Sam rushed towards the trashcan but Carly held her waist and pulled her back, eyes wide. "No! Sam, get a hold of yourself! Freddie is not even gonna blink an eye at you if you keep acting like that! You said you wanna change, well, this is the time for you to do it!"

"Fine," Sam gave in, stopping and crossing her arms. "If not eating and walking in painful shoes means Freddie will like me… so be it. No pain, no gain, I guess."

"You asked for this, Sam," Carly reminded, raising her eyebrows in a disciplinary look. "Don't tell me you're backing out now – it's too late. I stole Bianca's shoes for you…"

Sam sighed, realizing they had gone a little bit too far to just call it off now. "Okay. Alright…"

"Oh!" Carly gasped, her eyes lighting up as they spotted him. "There's Freddie!" she pointed him out as he was sitting with a group of friends. "Go work your painful shoe magic and walk by him a bunch of times till he notices you."

"What? Do you have any idea how ridiculous that sounds?" Sam asked, narrowing her eyes while hoping Carly was joking.

"Well, not just repeatedly… Do it casually! Ya know, act natural! Now go!" she pushed Sam towards Freddie's table.

Feeling like a fish out of water, Sam mustered up all of her courage and walked by the table the first time, focusing on her walk and her posture, as well as if all of her clothing was on just right. However, Freddie didn't even seem to see her. She went by the second time and took the risk of watching him from her peripheral vision. She thought he had been looking, but then realized he was looking at the girl seated next to him. By the third time, she had had enough of trying to walk by all sexy-like for him, so she marched in front of the table, angry and frustrated, and ended up absent-mindedly running into a bystander holding a bowl of chili, which then ended up on her shirt.

"Sam?" Freddie noticed when his eyes had darted to the sudden commotion. Not the way Sam wanted, though.

"Hi, Freddie!" she quickly said, making her voice as high-pitched as possible and trying to sound similar to the girls she'd heard talking to Freddie. "How are ya?"

"Hey… are you okay?" Freddie got up from the table and came to her aid, concerned. "Why are you talking like that?" He took another look at her, almost wondering if she was sick. "Did you do something to your hair…?"

Sam was unable to speak. She blushed and stammered, feeing the heat in her face. "I-I-I… I just did a little something."

He continued to watch her suspiciously. "Are you wearing… heels?"

However, before she could reply, one of his friends called out from behind him, "HEY, FREDDIE!"

Freddie looked back at his friends and then turned to Sam. "I, uh, I have to go now… Good chatting with you, I guess… I'll see you around, okay?"

Sam just nodded, unable to conjure up a sentence in the short time between when he said goodbye and when he turned around and left. After he'd gone back to his table, Sam immediately went to Carly, who was sitting nearby watching the whole thing and sipping a milkshake. "Okay, we have to get out of here before I do anything else humiliating…"

"That wasn't _humiliating_, Sam… Well, alright, maybe a little… but that's not the point. You got his attention!" Carly assured, trying to cheer her up.

"No!" Sam spat out. "He's probably going to remember me as the girl who got chili spilled on her as an attempt to look sexy a.k.a. the girl he once knew as Sam Puckett, biggest badass in school!"

Carly rolled her eyes, but Sam was just about sure she'd blown any chance she had with Freddie right then and there.

She went to school the next day with her hair straightened, just a little bit of makeup, jeans (a change from her beloved Bermuda shorts), a T-shirt, and sneakers. As she was shoving books into her locker, her mind stuck on the night before when she'd humiliated herself, she felt a light tap on her shoulder.

"Carly, I said I don't -" she turned around mid-sentence to find Freddie standing behind her. "Oh… Hey…."

"Hey, Sam," Freddie greeted sheepishly. "I just wanted to tell you I'm sorry for leavin' you hanging like that last night. My friends kinda needed me…"

"Oh, yeah, it's no biggie, I understand…" Sam assured him, hoping that wasn't all that he wanted.

He cleared his throat. "Oh, and I just, um, was wondering if you wanted to go get a burger or something on Friday. My treat… you know, since we never hang anymore or anything, and you've grown out of the whole 'insult-and-tease' thing… Old time's sake?"

"Um, uh…" Sam couldn't seem to find the words that were right at the tip of her tongue. "Yeah! Sounds great!"

"Cool," Freddie smiled, pleased. "By the way, you should keep doing that with your hair. It's a nice change. It looks really pretty that way."

He then reached over and put his hand on her forearm, giving it a light squeeze before letting go and turning to go on his way down the hall, disappearing inside a classroom. All Sam could do was stare after him, mouth partially open and cheeks completely red. Suddenly, the bell rang and shook her from her trance.

"Yes!" Sam dropped her books and raised her arms above her head triumphantly. "Yes! _Yes!_"

An underclassmen, a small-built boy with his arms full of books, rushed past her in an attempt to make it to class on time, and in her blind happiness, she reached out and punched him in the arm, so excited she couldn't contain herself. The kid stumbled back and stopped, staring at Sam in fear. She just looked back at him with a wide grin.

"The painful shoes paid off!" she told him happily.

He looked deeply confused, but turned and rushed off before she could do any more physical harm to him. She then laughed to herself, still astounded with her success. The blisters were so worth this!

She picked her books up excitedly and headed off to her next class, whispering to herself, "I'd do cartwheels if I knew how… and if I hadn't eaten those three burgers for lunch…! _Yes!_"

**to be continued…**


End file.
